Green Energy Live, Inc (GELV)

[Helter Skelter]

"Seriously, what is going on here!!!"

Death by Dilution. And questionable securities issuances/resales=SEC investigation.

As of December 31, 2009, we have 658,553,338 shares of our common stock issued and outstanding.

Number of the issuer’s Common Stock issued and outstanding as of April 13, 2010 is 866,635,038 shares of common stock.

To fund our acquisition of Comanche, our planned acquisition of Peck, and our other contemplated operations, we plan to register with the Securities Exchange Commission a secondary offering of $10,000,000 of Green Energy Live, Inc. common shares. There is no guarantee that any registration statement will be filed or will become effective, nor is it guaranteed that the market will support the sale of a sufficient quantity of shares to pay for acquisitions that have been disclosed or that could be disclosed in the future. {$10,000,000 dollars worth of shares @ a penny = 1 billion shares. @ $.005 = 2 billion shares. Have they raised the authorized recently?}

In 2009, the Company issued 58,505,353 post split equivalent shares to The Good One, Inc. in payment of debt extinguishment related to consulting services. This removed $320,000 in payables {calculates out to $.0054 per share} from the Company’s consolidated balance sheet for past due invoices. The individual primarily responsible for performing these services was Nicholas L. Geranio. In 1999, the SEC filed a civil injunctive action against Mr. Geranio. In 2000, on a “no admit/no deny” basis, Mr. Geranio consented to a federal court injunction against future violations of the registration and antifraud provisions of the federal securities laws. {interesting...}

Recent Sales of Unregistered Securities

During 2009, the Company made sales to investors outside of the United States under Regulation S, Rule 903, of the Securities Act of 1933. Approximately 21,374,380 post forward split equivalent shares were sold to 69 stockholders in approximately one hundred separate transactions for an approximate average share price of $0.00753 post split, as received by Green Energy Live, Inc. When issued, these shares were restricted as to sale, and will not be available to be resold until one year after purchase.

We relied upon the exemption from registration as set forth in Regulation S for the issuance of these shares. At the time of the offering and issuance of these shares, we believed that the shareholders were not "U.S. Persons" as that term is defined in the Securities Act, and were located outside of the United States. In addition, we believed that the shareholders took the shares for investment purposes without a view to distribution, had access to information concerning the Company and its business prospects, and were permitted access to the Company's management for the purpose of acquiring investment information, as required by the Securities Act. The Company issued the shares without registration in compliance with exemptions or safe harbors from registration afforded by Section 4(2) of the Securities Act and Regulations D and S thereunder.

I don't understand this:

In July 2009, the Company executed a forward stock split of 1 share to 15 shares which was voted on by the majority of stockholders. The result of this change is the authorized shares went from 100,000,000 common shares to 1,500,000,000 common shares.

How does a forward split, or reverse split, affect the authorized? Possibly another "item" that the SEC is looking into...

Item 3. Legal Proceedings.

During the fall of 2009, the Company received an investigative subpoena for documents from the SEC’s Division of Enforcement staff. Based on information available to the Company, it appears that the investigation is focused on various aspects of capital raising pursuant to Regulation S by several publicly held companies, including the Company, particularly regarding the relatively low percentage of investor funds received by the Company and potential sales practice abuses by persons unaffiliated with the Company. In March 2010, the Company’s president appeared for testimony before the staff pursuant to subpoena. The Company is fully cooperating with the SEC investigation. It is unknown when the investigation will be completed, or whether the SEC will recommend charges against any person or entity.The Company is unable to predict the outcome of the investigation or any action that the SEC might take, including the imposition of fines and penalties, or other available remedies. Any adverse development in connection with the investigation could have a material adverse effect on the Company, including diverting the efforts and attention of management from the business operations and increasing legal expenses associated with the matter.

If the beneficiaries of the Peck acquisition feel that they won't have an opportunity to sell the shares that they receive for their company...then...they won't do the deal. Just my opinion...

http://www.sec.gov/Archives/edgar/data/1422341/000121390010001453/f10k2009_greenengy.htm